Tax-free spin-off of 100% of Yahoos remaining stake in Alibaba
Transaction will result in two independent public companies
SpinCo: All of Yahoos remaining shares in Alibaba + a legacy, ancillary, operating business of Yahoo (Active Trade or Business, or ATB)
Yahoo: Yahoos operating business + Yahoos 35.5% equity interest in Yahoo Japan
100% of the shares of SpinCo will be distributed to Yahoo shareholders pro rata
SpinCo will be an investment company registered under the Investment Company Act of 1940
SpinCo will assume no debt as part of the transaction; Yahoo to retain cash
